Attached files
| file | filename |
|---|---|
| 8-K - Noble Medical Technologies, Inc. | v207115_8k.htm |
| EX-10.5 - Noble Medical Technologies, Inc. | v207115_ex10-5.htm |
| EX-10.1 - Noble Medical Technologies, Inc. | v207115_ex10-1.htm |
| EX-10.3 - Noble Medical Technologies, Inc. | v207115_ex10-3.htm |
| EX-10.4 - Noble Medical Technologies, Inc. | v207115_ex10-4.htm |
| EX-10.2 - Noble Medical Technologies, Inc. | v207115_ex10-2.htm |
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON
TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE
ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH
IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS
INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH
SAID AGREEMENT WILL BE VOID.
SENIOR
PROMISSORY NOTE
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US
$100,000
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December
29, 2010
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Principal
Amount
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Noble
Medical Group, a Delaware corporation (the “Company”), for value received,
hereby promises to pay to the order of Evan Azriliant or his registered
permitted assigns (“Holder”) on December 29, 2011 or when sooner declared
due and payable in accordance herewith (the “Maturity Date”) the sum of US
$100,000 (the “Principal Amount”). The unpaid principal balance of
this Senior Promissory Note (this “Note”) at any time, together with all accrued
and unpaid interest thereon at such time, is referred to herein as the “Note
Amount.” This Note is insured pursuant to that certain Securities
Purchase Agreement dated December 29, 2010, between the Company and the
Holder (“Purchase Agreement”). Any terms not defined in this Note
shall have the meaning set forth in the Purchase Agreement unless otherwise
indicated.
1. Interest. Subject to
Section 4 hereof, interest shall accrue on the outstanding Principal Amount at
the rate of 10% per annum from the date hereof. All such interest
shall be calculated on the basis of a 360-day year of twelve 30-day months and
shall be payable annually in arrears on the anniversary date of the issuance of
this Note. Payment shall be made at the registered address of the
Holder appearing in the records of the Company.
2. Voluntary
Prepayment. The Company may prepay this Note in whole or in
part without penalty or premium.
3. Event of
Default. Upon the occurrence of any Event of Default (as
defined herein), this Note, upon written notice to the Company, shall forthwith
be immediately due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, and the
Holder may exercise any and all rights and remedies available to it under this
Note or as provided by law. An “Event of Default” shall mean the
occurrence of any of the following events:
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(a) Failure to
Pay. Company shall fail to pay (i) when due any principal or
interest payment on the due date hereunder or (ii) any other payment required
under the terms of this Note on the date due and such payment shall not have
been made within five (5) days of Company’s receipt of Investor’s written notice
to Company of such failure to pay; or
(b) Breaches of
Covenants. Company shall fail to observe or perform any other
covenant, obligation, condition or agreement contained in this Note or the
Purchase Agreement (other than those specified in Section 3(a)) and (i) such
failure shall continue for fifteen (15) days, or (ii) if such failure is not
curable within such fifteen (15) day period, but is reasonably capable of cure
within thirty (30) days, either (A) such failure shall continue for thirty (30)
days or (B) Company shall not have commenced a cure in a manner reasonably
satisfactory to Investor within the initial fifteen (15) day period;
or
(c) Representations and
Warranties. Any representation or warranty made or furnished
by or on behalf of Company to the Holder in the Purchase Agreement, shall be
false, incorrect, incomplete or misleading in any material respect when made or
furnished; or
(d) Voluntary Bankruptcy or
Insolvency Proceedings. Company shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or admit
in writing its inability, to pay its debts generally as they mature, (iii) make
a general assignment for the benefit of its or any of its creditors, (iv) be
dissolved or liquidated, (v) become insolvent (as such term may be defined or
interpreted under any applicable statute), (vi) commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (vii) take any
action for the purpose of effecting any of the foregoing; or
(e) Involuntary Bankruptcy or
Insolvency Proceedings. Proceedings for the appointment of a
receiver, trustee, liquidator or custodian of Company of all or a substantial
part of the property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to Company or
any of its Subsidiaries or the debts thereof under any bankruptcy, insolvency or
other similar law now or hereafter in effect shall be commenced and an order for
relief entered or such proceeding shall not be dismissed or discharged within
thirty (30) days of commencement.
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4. Default Rate;
Usury. During any period in which an Event of Default has
occurred and is continuing, Company shall pay interest on the unpaid principal
balance hereof at a rate per annum equal to the rate otherwise applicable
hereunder plus five percent (5%). In the event any interest is paid
on this Note which is deemed to be in excess of the then legal maximum rate,
then that portion of the interest payment representing an amount in excess of
the then legal maximum rate shall be deemed a payment of principal and applied
against the principal of this Note.
5. Miscellaneous. The
Company waives the rights of presentment, demand for performance, protest,
notice of protest, and notice of dishonor. No delay on the part of
the Holder in exercising any right hereunder shall operate as waiver of such
right under this Note.
6. Governing
Law. This Note will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State. Each of the Company and the
Holder agrees to submit to the exclusive jurisdiction and venue of the United
States District Court for the Southern District of New York for any civil
action, suit or proceeding arising out of or relating to this Note or the
transactions contemplated hereby. To the extent permitted by
applicable law, each of the Company and the Holder hereby unconditionally waives
trial by jury in any civil legal action or proceeding relating to the Note or
the transactions contemplated hereby or thereby.
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NOBLE
MEDICAL TECHNOLOGIES, INC.
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By:
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/s/
Robert Ellin
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Robert
Ellin
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Chief
Executive Officer
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